Continental Resources, Inc. Summary of Non-Employee Director Compensation (as of May 16, 2018)

Summary

Continental Resources, Inc. outlines the compensation for its non-employee directors, including annual cash retainers, additional fees for committee chairs and members, and equity-based awards in the form of restricted stock. The targeted annual value of restricted stock grants is $240,000, with vesting periods of one to three years. Non-employee directors are also required to maintain ownership of company stock equal to at least five times their base annual retainer. Directors who are also employees do not receive this compensation.

EX-10.1 2 ex101-2q2018.htm EXHIBIT 10.1 Exhibit

Exhibit 10.1

Continental Resources, Inc.

Summary of Non-Employee Director Compensation

Approved as of May 16, 2018

Retainers/Fees

Non-employee directors of Continental Resources, Inc. (the “Company”) receive the following compensation:


•	An annual cash retainer of $60,500 per year;


•	The Lead Director is paid an annual retainer of $12,000;


•	The chair of the Audit Committee is paid an annual retainer of $25,000 and Audit Committee members other than the chair of the committee are paid an annual retainer of $21,875;


•	The chair of the Compensation Committee is paid an annual retainer of $15,000 and Compensation Committee members other than the chair of the committee are paid an annual retainer of $11,765; and


•	The chair of the Nominating/Corporate Governance Committee is paid an annual retainer of $16,000 and Nominating/Corporate Governance Committee members other than the chair of the committee are paid an annual retainer of $10,765.

Harold Hamm who is a director and employee and a member of the Nominating/Corporate Governance Committee will not receive any of the retainers described above.

Equity-Based Compensation

Non-employee directors receive grants of restricted stock with vesting periods ranging from one to three years pursuant to the terms of the Continental Resources, Inc. 2013 Long-Term Incentive Plan (the “2013 Plan”). The number of shares granted is at the discretion of the Board of Directors. Currently, the targeted grant value for annual non-employee director restricted stock grants is $240,000. The Company’s Board of Directors has adopted a common stock ownership requirement for non-employee directors. Each non-employee director is expected to own shares of the Company’s common stock with a market value equal to at least five times the base annual retainer. Until the common stock ownership guideline is achieved, each non-employee director is expected to retain 100% of the shares received as a result of restricted shares granted under the 2013 Plan and/or the Continental Resources, Inc. 2005 Long-Term Incentive Plan (the predecessor to the 2013 Plan). Shares owned directly by, or held in trust for, the non-employee director or his or her immediate family members residing in the same household and unvested restricted shares are included in the calculation of market value.